The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The notes on pages 9 to 14 form an integral part of these financial statements.

Intelliteach Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/O Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, United Kingdom, E14 5HU.

These financial statements have been prepared in accordance with FRS 102 Section 1A “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements, which are those of Intelliteach Ltd as an individual entity, have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of BSP - FL Holdings Inc. These consolidated financial statements are available from its registered office, Broad Sky Partners LLC, 667 Madison Ave., 5th Floor, New York, NY 10065, United States of America.

At 31 December 20true24 the company recorded a profit of £76,233 (2023: £81,308) and had net liabilities of £1,355,186 (2023: £1,431,419), of which £1,338,655 (2023: £1,454,131) is owed to fellow group companies. The company has few external customers and the primary function is to provide support services in the UK to the US parent and has no separate bank account, so as a result, expenditure owed by the company is settled by a fellow group subsidiary company and recharged via intercompany. This is expected to continue and the directors have received a letter providing confirmation of this intention.

The company has obtained a letter of support from BSP-FL Holdings Inc., a company which owns 100% of the share capital of the company indirectly, which confirms its commitment to provide ongoing financial support to the company for at least 12 months from the date of approval of these financial statements. The consolidated results of the Group for the year ended 31 December 2024 present a loss for the financial period, however in December 2024 the Group received new private equity funding along with additional debt facilities to fund the Group's strategic growth. In addition, draft unaudited group performance for the 2025 financial year to date indicates a positive EBITDA alongside a strong net asset position. Therefore, the directors are satisfied that the immediate parent company and ultimate parent undertaking has the ability to provide this continuing financial support and are therefore satisfied that the company has available resources to continue in existence for the foreseeable future.

After making appropriate enquiries, the directors have a reasonable expectation that the company will be able to continue in operational existence for at least one year from the approval of these financial statements. The directors have concluded that there are no material uncertainties that lead to significant doubt upon the company's ability to continue as a going concern. Accordingly, the directors have adopted the going concern basis in preparation of these financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue relating to supporting the group’s activities is calculated using an agreed mark-up on certain underlying administrative costs that are incurred in the United Kingdom during the financial period.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans and other debtors receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term trade creditors and other current creditors payable on demand are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. These also include key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The nature of estimation means that actual outcomes could differ from those estimates.

The directors have considered the key sources of estimation of the company and are satisfied there are no significant areas to consider for the current or future years.

An analysis of the company's turnover is as follows:

The average monthly number of persons (including directors) employed by the company during the year was:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The company has taken advantage of the exemption from disclosing transactions with members within a wholly owned group.

No directors remuneration was payable by the company to the directors during the year for their services to the company. The directors, who are also directors of other group companies, are remunerated elsewhere in the group.

On 9 December 2024, a share purchase agreement was entered into at a group level which resulted in a refinancing of a previous credit facility on the same date. There is now an initial term loan in place with NXT Capital LLC and Audax Private Debt LLC to a value of $90m at group level.

The immediate parent undertaking is Cash Management Solutions Holding Company, a company registered in the United States of America with a registered office at 701 Emerson Road, Creve Coeur, MO 63141, USA. During the year, the ultimate parent undertaking was Intelliteach Holdings L.P and the ultimate controlling party was BVIP L.P.

Due to a share purchase agreement at group level on 9 December 2024, the ultimate controlling party is now BSP-FL Holdings Inc. The registered office is Broad Sky Partners LLC, 667 Madison Ave., 5th Floor, New York, NY 10065, United States of America.

The smallest group in which the results of the company are consolidated is that headed by BSP – FL Holdings Inc.